Matrix Networks' Software License Reseller Agreement

These Matrix Terms and Conditions, together with the attached Sales Quote, constitute the agreement ("Agreement") between Matrix Networks ("Matrix") and the customer executing this Agreement ("Customer"). This Agreement will be effective as of the date the Sales Quote incorporating these Terms and Conditions is signed by both parties (the “Effective Date”).

Recitals

Customer has executed a Sales Quote dated [date] (the “Quote”), together with the Terms and Conditions incorporated therein (collectively, the “Agreement”) to purchase licenses for selected software (the “Software”). The Software shall be provided subject to the following terms and conditions.

Terms

In consideration of the terms, representations, warranties, covenants and conditions below, the parties agree as follows:

1) Resale of Software Licenses. Customer acknowledges that Matrix is providing one or more Software licenses solely as a reseller and not as the developer or publisher. Matrix makes no warranties regarding the Software, including its functionality, reliability, or security. Customer agrees to review and comply with the Software licensor’s end user license agreement ("EULA").

2) Payment for License. Customer shall pay Matrix the license fees as set forth in the Quote. Renewal terms will be billed according to the licensor's then-current pricing. Matrix will ensure payment to the licensor for all terms. Late payments may incur interest at 1.5% per month (or the maximum allowed by law). Matrix may suspend access if payment is over 30 days late.

3) Term of Agreement, Termination. This Agreement has an initial term of thirty-six (36) months from the Effective Date. It will automatically renew for additional thirty-six (36) month terms unless either party gives at least sixty (60) days’ written notice before the end of the current term. Termination does not relieve Customer of payment obligations through the end of the term.

4) Customer’s Warranties. Customer warrants and covenants that at all times during the term of the license(s) for any Software purchased through Matrix, Customer will strictly comply with Licensor’s license terms.

5) Matrix’s Disclaimer of all Obligations and Warranties. Except as expressly set forth in this Agreement, Matrix makes no warranties with respect to the Software, express or implied, and Matrix shall have no obligation to Customer with respect to the Software. Customer understands and acknowledges that it must look solely to the Software licensor with respect to any issues, maintenance, updates, support or warranties related to the Software.

6) Limitation of Remedies. In no event shall Matrix be liable to Customer for any indirect, incidental, special or consequential damages or lost profits arising out of or related to the Agreement or the Licensed Software, or to the performance or breach thereof, even if Matrix has been advised of the possibility thereof. Matrix’s maximum liability for any claim arising from this Agreement, including, without limitation, claims based upon statutes, product liability, negligence or other tort claims, shall be limited to the amount received by Matrix from Customer under this Agreement for the Software. The remedy set forth above is exclusive and in lieu of all others, oral or written, expressed or implied. Customer acknowledges that the limitation of remedies contained in this Section 6 are an essential basis for the rights and obligations agreed to under this Agreement, and that Matrix would not enter into this Agreement absent such limitations. Customer waives all defenses based upon the doctrine that its remedies fail their essential purpose.

7) Notices. Any notice, request, demand, or other communication to be provided under this Agreement shall be in writing, and shall be delivered to the parties at the addresses designated in the Quote, or at such other address as a party may later designate by written notice to the other parties. All notices shall be effective upon hand delivery or when placed in the United States mail, properly addressed, with postage prepaid as certified mail.

8) Notice of Breach. Except for a default in payment, for which no notice shall be required, neither Matrix nor Customer shall be deemed in breach of this Agreement until the party claiming the breach has given written notice of the alleged breach to the other party, and the claimed breach has not been remedied within 30 days after such notice is delivered.

9) Remedies Upon Breach. In the event a party breaches any covenant, warranty or term of this Agreement, the non-breaching party may pursue any legal or equitable remedies available to it under this Agreement and the laws of the state of Oregon.

10) Non-Waiver. The failure or delay of any party to require performance of, or to otherwise enforce, any condition or other provision of this Agreement shall not waive or otherwise limit that party's right to enforce, or to pursue remedies for the breach of, any such provision or condition. No waiver by any party of any particular condition or provision of this Agreement, including this non-waiver provision, shall constitute a waiver of or limitation on that party's right to enforce performance of, or to pursue remedies for the breach of, any other condition or provision of this Agreement. Any waiver of a party’s rights under this Agreement must be contained in a writing signed by the waiving party.

11) Successor Interests. This Agreement is not voluntarily assignable or transferable by any party to this Agreement without the express written consent of the other party or parties, which shall not be unreasonably withheld, conditioned or delayed. Subject to this restriction, this Agreement is binding upon, and shall inure to the benefit of, the successors, assigns, and bankruptcy estates of each of the parties.

12) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Oregon without regard to, or application of, Oregon's conflict of law provisions.

13) Jurisdiction, Venue. The parties agree that any suit, action or arbitration proceeding arising out of or relating to this Agreement shall be brought in Multnomah County, Oregon, and the parties expressly consent to the personal jurisdiction over them of any state or federal court in Multnomah County, Oregon. The parties reserve their rights under the Federal Rules of Civil Procedure to remove an action to federal court.

14) Dispute Resolution/Arbitration. In the event a dispute arises between the parties relating to or arising out of this Agreement, the parties agree to work in good faith to resolve such dispute informally. If the parties are incapable of resolving such dispute informally, any party may submit the dispute to mediation with the Arbitration Service of Portland, located in Portland, Oregon ("ASP"), and such mediation shall occur under the ASP's then‑current mediation rules. All parties shall participate in good faith in such mediation. In the event such mediation does not result in a resolution of the dispute, the dispute shall be resolved by binding arbitration, and a party may then, but only then, initiate an arbitration proceeding with the ASP under ASP's then‑current arbitration rules. In such arbitration, the arbitrator's fees shall be shared equally by the parties during the arbitration, but shall be recoverable as costs to the prevailing party. The arbitrator will control the scheduling of all events and will resolve all disputes, including disputes regarding pretrial procedure and discovery. The decision of the arbitrator (or arbitration panel) will be binding, and any party may submit the decision as an enforceable judgment with any court of competent jurisdiction. Nothing herein shall preclude a party from seeking declaratory or injunctive relief in a court of competent jurisdiction.

15) Attorney’s Fees. If a party to this Agreement breaches any material term of this Agreement, then the non-breaching party or parties shall be entitled to recover all expenses of whatever form or nature, costs and attorney’s fees reasonably incurred to enforce the terms of the Agreement, whether or not suit is filed, including such costs or fees as may be awarded in arbitration or by a court at trial or on appeal. In addition, in the event either party to this Agreement becomes a debtor subject to the United States Bankruptcy Code, the non-debtor party shall be entitled to recover any expenses, costs and fees, including attorney’s fees, incurred in connection with enforcing his, her or its rights against the debtor party, whether those rights arise under this Agreement or involve matters arising solely under the Bankruptcy Code.

16) Confidentiality. The parties agree that, except as otherwise required by law, court order or the exceptions listed in this paragraph, the terms and conditions of this Agreement shall remain confidential between the parties to this Agreement, and shall not be disclosed to any other person or entity. Notwithstanding the above, the terms of this Agreement may be disclosed to the extent specifically required to perform the provisions of this Agreement, to file federal or state tax returns, and to report to professional organizations, insurers, reinsurers, auditors, and accountants.

17) Paragraph Headings. All paragraph headings in this Agreement appear for convenience of reference, and shall not affect the meaning or interpretation of the Agreement.

18) Entire Agreement, Amendments. This Agreement, consisting of the attached Sales Quote and these Terms and Conditions, constitutes the entire agreement between the parties pertaining to the subject matter of the Agreement, and supersedes all prior discussions, negotiations, understandings, representations, and agreements pertaining to the subject matter of the Agreement, whether oral or written, including, without limitation, any previous agreements between the parties with respect to the provision of the Software licenses. All terms of this Agreement, including its Recitals, are contractual. This Agreement may be amended or modified only by a written instrument executed by the parties that expressly states the intent of the parties to modify or amend this Agreement.